Exhibit
10.1


 


	
   

  	
  [CMI LOGO]

  	
   

  	
  CHALLENGER
  MINERALS INC.

  



A GlobalSantaFe
Company


 


	
  15375 Memorial Drive

  	
   

  	
  Langlands House

  
	
  Suite G200

  	
   

  	
  Huntly Street

  
	
  Houston, Texas  77079

  	
   

  	
  Aberdeen AB10
  1SH

  
	
  USA

  	
   

  	
  Scotland

  
	
  Tel (281) 925 7200

  	
   

  	
  Tel +44 (0) 1224
  654400

  
	
  Fax (281) 925 7280

  	
   

  	
  Fax +44 (0) 1224
  654478

  



 


December 4, 2003


 


By mail and fax to (972) 994-0369


 


Reef
Partners LLC


1901 N. Central
Expressway, Suite 300


Richardson, TX  75080


 


Attn:                    Mr. H. Walt
Dunagin


Vice
President - Land


 


Re:                               Reef/CMI
North Sea Joint Venture Agreement - New


Reef
/CMI Gulf of Mexico Joint Venture Agreement - Amended


 


Dear Walt,


 


Pursuant to our recent
discussions with Reef Partners LLC (“Reef”), Challenger Minerals Inc. (“CMI”)
is requesting your timely approval of the following proposal to amend the
current Reef/CMI Gulf of Mexico Joint Venture Agreement and to provide for Reef
entering the CMI North Sea Joint Venture under a new and separate agreement:


 


1.                                       Upon
Reef’s approval and execution of the attached Joint Venture Agreement for the
CMI North Sea JV program, Reef will enter the CMI North Sea JV program for 5%
participation interest, effective December 1, 2003 for a three-year term,
conditioned upon your approval of this proposal that shall amend Reef’s current
CMI Gulf of Mexico JV Agreement, which became effective January 31, 2002,
by reducing Reef’s participation interest in the CMI Gulf of Mexico (“GOM”)
Exploration JV program to 7.5% and by continuing Reef’s 12.5% participation
interest in the CMI GOM Field Development JV program.


 


2.                                       To
accomplish the above, Reef hereby relinquishes to CMI a 5% participation
interest carved out of Reef’s 12.5% participation interest in the CMI GOM
Exploration JV program (under the current GOM JV Agreement effective
January 30, 2002 referenced above) in exchange for Reef’s new 5%
participation interest in the CMI North Sea JV, with no increase in the U.S.
$375,000.00 annual funding level currently being paid to CMI by Reef as its
Participation Fee under its GOM JV Agreement, as follows.  Reef shall pay an annual Participation Fee
in the amount of U.S. $75,000.00 for 5% participation interest under Paragraph
3 of the attached new North Sea JV Agreement. 
Reef’s annual Participation Fee under Paragraph 3 of the current
GOM JV Agreement shall be reduced by such U.S. $75,000.00 to the


 

















 


Reef Partners LLC


December 4,
2003


 


amount of U.S.
$300,000.00, effective with the Participation Fee payment due on
January 30, 2004 for the third Participation Year.  For your convenience, CMI will continue to
invoice Reef for each such fee payment.


 


3.                                       Reef
shall have the option, but not the obligation, to add one additional year to
the term of its current GOM JV Agreement as amended herein.  Unless Reef provides CMI written notice on
or before May 31, 2004, that it elects to exercise such option, Reef shall be
deemed not to have exercised such option; provided, that in no event shall Reef
have fewer than ten days after receipt of written notice from CMI during May
2004 requesting Reef’s election, to consider whether to exercise such
option.  Reef’s exercise of such option
shall extend such agreement’s term to a new Termination Date of
January 30, 2006, and require Reef to pay an additional annual
Participation Fee in the amount of U.S. $300,000.00 on or before
January 30, 2005, for a fourth Participation Year commencing
January 31, 2005 and ending January 30, 2006.


 


4.                                       Reef’s
current GOM JV Agreement effective January 32, 2002, shall remain in full
force and effect except as expressly amended by this agreement.


 


If this proposal is
acceptable to Reef, please have your authorized representative execute as
provided below and fax back an executed copy hereof, and of the attached North
Sea JV agreement, to the undersigned at (281) 925-7216 by Friday, December 12, 2003, then mail
back both executed agreements at your convenience.  CMI appreciates your confidence in us by expanding your
participation in the CMI Joint Venture programs.  We look forward to bringing you up to date as to pending North
Sea prospect opportunities at your earliest convenience.


 


Sincerely,


Challenger
Minerals Inc.


 


	
   

  	
  /s/
  Paul F. Nielsen

  	
   

  
	
  Paul F. Nielsen

  
	
  Land Manager

  



 


Enclosure


 


AGREED TO AND ACCEPTED
this 11 day of December, 2003:


 


Reef Partners LLC


 


	
  By:

  	
  /s/ Michael J. Mauceli

  	
   

  
	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  Xc:

  	
  Mr. Tom Morrow

  	
  Mr. Chuck Hauf

  
	
   

  	
  Mr. Jack Downing

  	
  Mr. Ron Symecko

  
	
   

  	
  Mr. Jon Goodale

  	
  Mr. Al Schneider

  
				



 


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